Welcome to our dedicated page for Northern O & G SEC filings (Ticker: NOG), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Northern Oil and Gas, Inc. filings document an independent oil and gas company whose common stock trades on the New York Stock Exchange under NOG. Its material-event reports cover operating and financial results, production volumes, derivative hedging, capital expenditures, acquisitions of upstream and midstream oil and gas assets, and ground game acreage and well transactions.
The filing record also includes proxy materials for shareholder voting, board governance and executive compensation; registration and prospectus-related disclosures for common stock offerings; and material agreements such as revolving credit facilities tied to oil and gas properties and proved reserves. These disclosures describe the company’s capital structure, financing arrangements, governance practices and commodity-exposed operating profile.
Northern Oil and Gas, Inc. files a shelf registration statement to register unspecified amounts of common stock, preferred stock, depositary shares, warrants, purchase contracts and units. The prospectus dated June 1, 2026 describes an "automatic shelf" offering by a well-known seasoned issuer and states offerings may occur "from time to time after the effective date."
The prospectus notes the company will not receive proceeds from sales by selling securityholders and that net proceeds from any primary sales will be used for general corporate purposes including acquisitions, working capital, capital expenditures, or debt repayment. The cover and "Description of Capital Stock" state authorized shares of 275,000,000 and that 105,094,741 shares of common stock were issued and outstanding as of May 29, 2026.
Northern Oil and Gas, Inc. completed its previously announced Parallax Acquisition on June 1, 2026, buying certain Canadian oil and gas properties and related assets from Parallax Energy Operating Inc. The consideration included CA$237.0 million in cash and 3,689,413 shares of Northern’s common stock.
The cash portion, which includes a CA$37.5 million deposit, will be subject to final post-closing settlement and was funded with cash on hand, operating free cash flow and borrowings under the revolving credit facility. Northern also entered into a registration rights agreement to file a Form S-3ASR shelf registration or prospectus supplement covering the resale of the stock consideration by the seller.
Northern Oil and Gas, Inc. held its Annual Meeting of Stockholders on May 21, 2026, where stockholders voted on director elections, auditor ratification, and executive pay.
All seven director nominees were elected. For example, Nicholas O’Grady received 83,772,877 votes for and 448,878 withheld, with 11,512,850 broker non-votes. Jennifer Pomerantz received 78,312,649 votes for and 5,909,106 withheld.
Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 95,171,334 votes for, 231,128 against, and 332,143 abstentions. They also approved, on a nonbinding advisory basis, the compensation of named executive officers, with 80,671,263 votes for, 2,986,714 against, 563,778 abstentions, and 11,512,850 broker non-votes.
Northern Oil and Gas, Inc. agreed to acquire a 25% undivided non‑operated interest in Light‑Oil Duvernay assets from Parallax for an initial unadjusted purchase price of CA$350 million (~US$259 million). The price includes CA$237 million in cash and CA$113 million in NOG common stock, plus potential contingent consideration of CA$25 million based on future oil prices.
The assets add about 4,000 Boe per day of net production and roughly 75,000 acres, with operating costs expected below $7.50 per Boe. NOG now guides 2026 production to 143,000–148,000 Boe per day with higher oil volumes, while keeping its total 2026 capital budget at $850–$900 million.
Northern Oil & Gas Inc ownership disclosure: Vanguard Capital Management reports beneficial ownership of 5,271,121 shares of Common Stock, representing 5.04% of the class as reported with a 03/31/2026 time anchor. The filing lists 767,004 shares as sole voting power and states dispositive authority rests with Vanguard Capital Management and specified affiliates.
Northern Oil and Gas, Inc. reported a sharp turnaround to a net loss for the three months ended March 31, 2026, driven by derivative losses and a non-cash impairment. The company posted a net loss of $522.8 million, compared with net income of $139.0 million a year earlier.
Total revenues fell to $5.0 million as a loss of $539.1 million on commodity derivatives offset $539.9 million of oil and gas sales. Operating expenses also rose, including a $268.3 million ceiling-test impairment under the full cost method.
Despite the accounting loss, cash from operating activities remained strong at $323.6 million, supporting heavy investment. The company spent $634.6 million on oil and natural gas properties, including the $464.6 million Utica Acquisition in Ohio, and increased long‑term debt to $2.58 billion while issuing 8.3 million new common shares.
Vanguard Portfolio Management reported beneficial ownership of 6,618,916 shares of Northern Oil & Gas Inc. Common Stock, representing 6.33% of the class as of 03/31/2026. The filing states Vanguard has sole dispositive power over 6,618,916 shares and sole voting power for 36,864 shares. The disclosure attributes holdings to Vanguard Portfolio Management LLC and affiliated business divisions, and was signed on 04/29/2026.
Northern Oil and Gas, Inc. reported first quarter 2026 results with higher volumes but a large GAAP loss driven by non-cash items. Oil and gas sales were $539.9 million and production averaged 148,303 Boe per day, up 10% from the first quarter of 2025.
GAAP net loss was $522.8 million, or $5.31 per share, primarily due to an unrealized mark-to-market loss on derivatives of about $521.4 million and a $268.3 million non-cash impairment. Adjusted Net Income was $74.7 million, and Adjusted EBITDA was $342.5 million, a 21% decrease from a year earlier.
The company generated $323.6 million of operating cash flow and $30.4 million of Free Cash Flow, with capital expenditures of $270.1 million. NOG closed a $464.6 million Ohio Utica acquisition and completed an 8.3 million share equity offering for $227.9 million, ending the quarter with total liquidity of $1.2 billion and paying a quarterly dividend of $0.45 per share.
Northern Oil and Gas, Inc. is asking stockholders to vote at its fully virtual 2026 annual meeting on May 21, 2026. Investors will elect seven directors for one-year terms, ratify Deloitte & Touche LLP as auditor for 2026, and approve on an advisory basis the 2025 compensation of named executive officers.
The proxy highlights strong 2025 performance, including higher production, record cash from operations and Adjusted EBITDA despite lower commodity prices, and more than $230 million returned via dividends and buybacks. Executive pay is heavily performance-based, using cash incentives tied to Adjusted EBITDA and ROCE plus three-year total shareholder return equity awards, alongside detailed governance, committee and ownership disclosures.